The Last Alicorn
by Terranova210486
Summary: Based on the 1982 movie The Last Unicorn. When Twilight Sparkle comes to believe that she may be the only pony left in the world, she goes on a quest to find out what happened to her people. Along the way, she meets a wizard and his friends, a handsome prince and battles an evil count.
1. The Last Alicorn

Here's my fanmake for the 1982 movie _The Last Unicorn_, which was the adaption of a book with the same name written by Peter S. Beagle. Hope you enjoy!

Cast:

The Unicorn/Lady Almalthea: Twilight Sparkle (My Little Pony: Friendship is Magic)

Schmendrik: Mordechai (Regular Show)

Extra: Rigby (Regular Show)

Molly: Margret (Regular Show)

King Haggard: Count Dooku (Star Wars: Clone Wars)

Prince Lir: (Human) Flash Sentry (MLP: FiM Equestria Girls)

The Red Bull: Predaking (Transformers: Prime)

_**(Author Note: I don't own anything, especially the songs. Please don't sue!)**_

**Chapter 1: The Last Alicorn**

It was a beautiful day in the forest. The air was rich with smells of flowers in bloom and birds filled the scenery with their songs. Across a shallow stream, two hunters on horseback came through. One of them was known as Green Arrow (_DC comics_), while the younger was his ward/sidekick Speedy (_also from DC comics_).

In the background, the shadow of a horse like creature watched.

"I've got a funny feeling about these woods, Speedy. Animals that live in pony's wood tend to learn a little magic themselves, namely in the art of disappearing," Green Arrow stated.

"Ponies? You mean like Earth Ponies, Unicorns and Pegasi?" Speedy asked incredulously. "They only exist in fairy tales or otherwise used as marketing gimmicks to sell toys or to support a popular cartoon franchise. This is forest, like any other." He then turned to look at his mentor. "Isn't it?"

"Then why do leaves never fall here? Or the snow? Why is it always spring here?" Green Arrow asked.

"Global warming?" Speedy ventured.

Arrow shook his head. "I tell you kid, there's one pony left in this world and _she's_ here. My grandmother told me on her death bed that she saw her when she was just a little girl. In this very forest. The rarest pony of them all –the Alicorn. Grandma told me that she was most beautiful creature she ever saw. And as long as this alicorn lives in these woods, we'll find no game here."

"I still think ponies are just a myth," Speedy insisted. But then he looked around, as if looking for something. "But just in case, let's go home."

Chuckling good naturedly, Green Arrow nodded. "Sure, why not? Besides, if I'm late for my date with Black Canary, she'll have my ass. And not in a good way."

They then ride out to the edge of the woods, but then Green Arrow stopped his horse and turned to face the interior of the forest.

"Stay where you are, poor beast!" He called out. "This is no world for you. Stay in your forest and keep your trees green and your friends protected. And good luck to you, for you are the last."

And with that, they leave the forest.

In the shadows of two trees, a purple equine creature watch them leave. She was a small, purple, horse like creature with a small muzzle, a star sigil on both of her flanks, with a pair of wings on her back and purple horn on her forehead. Her hair was a shade of indigo with a pink streak in the middle, her tail the same color.

This is Twilight Sparkle. The Alicorn Pony.

"I'm the only pony in the world?" She asked herself in disbelief. "The last?"

She then heard the cry of an eagle. She turned her head up to see it circle above her.

_**When the last eagle flies over the last crumbling mountain**_

_**And the last lion roars at the last dusty fountain**_

_**In the shadow of the forest though she may be old and worn**_

_**They will stare unbelieving at the last alicorn**_

_**When the first breath of winter through the flowers is icing**_

_**And you look to the north and a pale moon is rising**_

_**And it seems like all is dying and would leave the world to mourn**_

_**In the distance hear the laughter of the last alicorn**_

_**I'm alive, **_

_**I'm alive**_

_**When the last moon is cast over the last star of morning**_

_**And the future has passed without even a last desperate warning**_

_**Then look into the sky where through the clouds a path is torn**_

_**Look and see her how she sparkles, it's the last alicorn**_

**_I'm alive,_**

_**I'm alive**_

* * *

><p>Later that evening, Twilight is wandering around in her woods, going over the events of the day.<p>

"That cannot be," Twilight said to herself. "Why would I be the last? I mean, what do men know? Just because no has seen a pony for long enough, doesn't mean we've just vanished."

She scoffed at the idea. "We do not vanish! There has never been a time without ponies. We survived the meteor that wiped out the dinosaurs millions of years ago, for crying out loud! We are as old as the sky, old as the moon. We can be hunted, trapped; we can even be killed if we leave our forests and sanctums. But we do not vanish!"

However, doubt still plagued her.

"Am I truly the last?" she asked no one in particular.

Suddenly, a fruit bat with wires stuck to his head flew by; singing a strange song:

_**Yo, the name is Batty  
>The logic is erratic,<br>Potato in a jacket,  
>Toys in the attic,<br>I rock and I ramble,  
>My brain is scrambled,<br>Rap like an animal but I'm a mammal**_

_**I been brain-fried, electrified, infected and injectified,**_  
><em><strong>Vivosectified and fed pesticides,<strong>_  
><em><strong>My face is all cut up<strong>_  
><em><strong>My radar's all shut up<strong>_  
><em><strong>Nurse, I need a check-up from the neck up,<strong>_  
><em><strong>I'm Batty!<strong>_

He then slammed into a nearby tree. But he recovered quickly.

"It's okay! No need to panic folks! Happens to me all the time," Batty Koda (_FernGully_) said out loud.

He saw no one around. His head drooped. "Nobody cares about me…"

"That's not true, little bat," Twilight said kindly as she walked up to him. "Welcome to my forest."

She lifted up a hoof. "I'm Twilight Sparkle."

The tiny fruit bat then hopped over and kissed her hoof gallantly. "Name's Batty. Batty Koda."

"Have you traveled far?"

"I just blew in from jolly old Russia after visiting my cousin Bartok, and I'm making a beeline back to FernGully! But it's always nice to take a look at the uh, beautiful sights."

"Be a little more respectful, little bat. Do know who I am?"

Batty gave it a little thought and said, "You're a fishmonger! No, wait, you're a telemarketer!"

Suddenly, the wires attached to his head gave off a static spark with a loud **BZZZZT! **which made Batty jerk like he being electrically shocked.

"Nanu nanu!" Batty suddenly shouted. "Mork calling Orson!"

**BZZZT!**

"My first day as a woman and I'm getting hot flashes."

**BZZZT!**

"Gooooood morning Vietnam!"

**BZZZT!**

"O Captain, my Captain. Who knows where that comes from? Anybody? Not a clue? It's from a poem by Walt Whitman about Mr. Abraham Lincoln. Now in this class you can either call me Mr. Keating, or if you're slightly more daring, 'O Captain my Captain.'"

"Are you alright?" Twilight asked in concern.

Batty seemed to gain control of himself. "Sorry about that. It happens sometimes, usually when I'm near a transmitter or a satellite dish. You must get some pretty good reception around here. Here's some free advice: if you see a building with the words 'biology lab' written on it, don't go near it!"

"Batty, in your wanderings, have seen others like me?" the purple pony asked. "Even one?"

**BZZZT!**

"Run! It's a stamped!"

**BZZZT!**

"To live. To live would be an awfully big adventure."

**BZZZT!**

"You treat a disease, you win, you lose. You treat a person, I guarantee you, you'll win, no matter what the outcome."

**BZZZT!**

"But if there's love, dear… those are the ties that bind, and you'll have a family in your heart, forever."

**BZZZT!**

"Did it take you a while to come up with that one? Alright, way to go tall guy."

**BZZZT!**

"JUMUNJI!"

Twilight sighed. "I suppose you can't help me. But I know you mean well. Good luck with your journey home, Batty. I'll just have to try and find someone else who knows."

She began to walk away, when suddenly she heard Batty say; "Alicorn."

Twilight jerked her head and gasped. "What did you say?"

"Alicorn," Batty said seriously. "That's what you are, aren't you? An alicorn."

He then flew in a circle around her. "A fabulous horse-like creature with the body of an Earth Pony, the wings of a Pegasus and the magical horn of a Unicorn. A genuine three in one combo!"

"Oh you do know! Please, tell me if you've seen any others like me!" Twilight asked in excitement. "Somewhere in the world?"

**BZZZT!**

_**You ain't never had a friend, never had a friend**_

_**You ain't never had a friend, never had a friend**_

_**You ain't never had a friend like meeeeee!**_

_**Hahaha!**_

_**Wahahaha!**_

_**You ain't never had a friend like me, hah!**_

**BZZZT!**

"Yo, it's a fusion of jazz and funk. It's called junk."

**BZZZT!**

"You're a… you're a complex Freudian hallucination having something to do with my mother and I don't know why you have wings, but you have very lovely legs and you're a very nice tiny person and what am I saying, I don't know who my mother was; I'm an orphan and I've never taken drugs because I missed the sixties, I was an accountant!"

"Batty! Have you seen any other ponies? Where have they gone?" Twilight asked urgently. "Which way must I go to find them?"

Batty suddenly became very serious. "Listen, my little pony. Listen well. You can find the others if you are brave. I've only heard rumors and stories when I took rest at other bat colonies. But they all say what _might _have happened to the ponies of world. They passed down all the roads long ago, and the dragon Predaking ran close behind them and covered their tracks."

"Predaking? What's a Predaking?" Twilight queried.

"Nobody knows where he comes from. They say that he's a mighty and majestic dragon. However it's clear that he's not an ordinary one either; not a creature of flesh and blood. But a great, supernatural beast of living metal and cold hard iron. He pushed all the ponies to the ends of the earth, but no one knows why. Listen, listen well."

"I am listening. I am listening! Where can find this Predaking?"

"I don't know, my little pony," Batty said. "But if Predaking hasn't found you by now, then it's a safe bet that he never will. Stay here in the forest where's safe, and don't come out."

"But-"

"I can't tell you anymore, because I don't know anything else. I'm sorry I can't help you, but maybe's it's for the best. I've still got some ground to cover before nightfall. Farewell!"

And with that, the fruit bat took wing and flew into the sunset. As he did so, he jerked on more time with electric shock.

**BZZZT!**

"Bye-bye, you two crazy lovebirds! Hey, Rugman, ciao! I'm history! No, I'm mythology! Nah, I don't care what I am; I'm free-eeee!"

Twilight silently watched him fly off, pondering new questions and trying to think of what course of action she should now take.

* * *

><p>Later evening, she stood on a grassy knoll, gazing up at the stars.<p>

"He said I could find the other ponies," she thought to herself.

"But where? Or was the story of this Predaking just another of his stories? Oh, I could never leave this forest. But I must know if I am the only pony left in the world."

She gazed at her reflection in a nearby lake.

"Suppose they are hiding together, somewhere far away? What if they're waiting for me, in need of my help?"

Batty's words echoed in her subconscious.

**"**_They passed down all the roads long ago, and the Predaking ran close behind them and covered their tracks_."

She then made up her mind. She would go find them.

**Whew! My first fanfic in what seems to have been forever! Hope you enjoyed it. And I sincerely hope my tribute to Robin Williams did him justice. The world will never laugh like it did when he was alive.**

**Please read and review. And remember, I own nothing! This is just a non-profit fanmake.**


	2. On Man's Road

"But, Twilight, you can't leave!" a baby dragon named Spike (_My Little Pony: Friendship is Magic_) implored.

Twilight smiled gently at him. They were in the middle of a glen, complete with an open-air library of book shelves, filled with books; surrounded by their animal and forest spirit friends.

"I have to Spike," she told him in a motherly tone. "I have to know what happen to the other ponies. I can't even remember the last time I spoke to another pony or even seen one for that matter."

"Can't I come with you?" Spike asked, his eyes growing bigger.

The alicorn shook her head. She hated the thought of leaving him behind, but she had no choice. "The world's too dangerous for a baby dragon, Spike. And besides, someone has to look after the forest, and I can't think of anyone better than my number one assistant."

"But how can I look after the forest? I don't have any magic."

Twilight placed a medallion around his neck. "I've put a very powerful spell on this medallion. It will help you keep the forest safe from hunters and poachers while I'm gone. But I promise I'll be back as soon as I'm able."

After giving Spike one last hug, Twilight galloped to the edge of her woodland home. She turns around to see Spike and the other animals and spirits of the forest watching her sadly. She smiled to reassure them (and herself) and galloped off, the words of Batty echoing in her mind once more: _"You can find the others if you are brave…"_

* * *

><p>Her journey took her past fields and meadows, deserts and rocky badlands and frozen forests (of course she teleported or flew to most of those places, making her journey much quicker then it looked).<p>

Eventually she found herself in pleasant, green lands. A hobbit named Bilbo Baggins (from the 1977_ Rankin/Bass animated Hobbit movie_) was smoking his pipe when he saw Twilight.

"Well, bless my buttons, aren't you a pretty little thing?" Bilbo said seeing Twilight. But he didn't see her as an alicorn. Just as a small, ordinary purple horse with no wings, no horn and no cutie mark.

Bilbo walked closer to her slowly, like anyone would do to a domesticated animal. "And just who do you belong to, my dear? A pretty little thing like you? Now come along, girl. Don't worry, I won't hurt you. I'll curry you up, clean you up; you'll be the prettiest mare around."

_"Mare? Mare?!"_ Twilight thought to herself angrily. "_I, a horse? Is that what you take me for? Is that what you see?!"_

"Good girl," Bilbo said as he edged closer. "What a sight you are. I'll feed you up and take you to the Hobbiton petting zoo. You'll be the prettiest horse in all the Shire!"

"_A horse am I?!"_ Twilight thought, neighing angrily. "_A horse indeed!"_

She then galloped off in huff.

Bilbo watched her leave. "Now _that's _a horse! Oh, well, I suppose it's for the best. A beautiful creature like that should be allowed to roam free…"

After calming down, Twilight took some rest under a tree, by the side of the road.

"_I had forgotten that mortals cannot always see us,"_ Twilight reflected. A boy named Finn and a dog named Jake walked past her (both form_ Adventure Time_). _"If mortals can no longer see us, then there yet be ponies left in the world. Unknown and glad of it."_

Further down the road, Finn turned to ask Jake something.

"Hey Jake?"

"Hmm?"

"Did we just see an Alicorn?"

"We sure did, buddy."

"Cool."

* * *

><p>Twilight continued her journey alone, looking over a mountain range. She saw an eagle fly in the sky above her. For a second she thought it was the same one from before, but shrugged it off. She continued to walk onwards.<p>

**Horizon rising up to meet the purple dawn  
>Dust demon screaming, bring an eagle to lead me on<br>For in my heart I carry such a heavy load  
>Here I am <strong>

**On Man's road**

**Walking Man's road**

**Walking Man's road**

She passed through more fields and farmlands, crossing a bridge, but she didn't stop to look at the scenery.

She passed a traveling merchant named Lawrence and his companion Holo (both from _Spice and Wolf_) and then she passed seven dwarves returning from their mines (from Disney's_ Snow White_). She then passed a wandering wizard named Gandalf the Grey (LOTR/The Hobbit).

But she paid them no heed. She continued forward.

**I'm hungry, weary, but I cannot lay me down  
>The rain comes, dreary, but there's no shelter I have found<strong>

The weather changed and it began to rain on her. But she soldiered on regardless.

**It will be a long time till I find my abode  
>Here I am <strong>

**On Man's road**

**Walking Man's road  
><strong>

After passing another village, fatigue finally got to Twilight. She curled up by the road and fell into a deep sleep.

**Walking Man's road**

**Walking Man's road**

**(oooh-oohoooh)**

**Walking Man's road**

**(oooh-oohoooh)**

**Walking Man's road**

**Walking Man's road**

**(ooooh-ooohoooh)**

**Walking Man's road…**

Down the road, a travelling caravan of wagons and cages came forward. On the side of one of the wagons was a sign that said "Maleficent's Midnight Carnival: Creatures of the Night, Brought to Light."

The leader of the group, Maleficent (Disney's_ Sleeping Beauty_), stopped her wagon when she saw Twilight.

"Well. Well, bless my old husk of a heart," she said to herself and the raven perched next to her. "And here I thought I'd seen the last of them."

She went to take a closer look at the sleeping pony. She then called to her employees at the wagons. "You three! Get down here now!"

Three individuals got down from their wagons. One was an overweight humanoid cat named Pete (_Disney/Kingdom Hearts_). Another was a humanoid blue jay, wearing a blue cloak and a wizard's hat, named Mordecai. Finally there was a raccoon named Rigby.

Maleficent ponder to herself as they came closer. "If he knew…but I don't think I'll tell him. He'll think it's a horse for sure. Some _wizard_ I hired."

Her raven cawed, like it was laughing.

"Why the hell did you make us stop, Maleficent?" Pete asked angrily. "We all agreed to go to the bathroom _before_ leaving."

"What do you think that is, Pete?" Maleficent asked. "What do you see?"

The corpulent cat looked at Twilight and shrugged. "Dead horse. Maybe tomorrow's dinner…"

"You're fool! A disgrace to the forces of evil! But I already knew that." Maleficent then turned to look at Mordecai. "Tell me, magician, what do you see with your sorcerous sight?"

Pete and the raven chuckled nastily at the young wizard.

Mordecai took a closer look at Twilight, and saw her for who she really was.

"Answer me, juggler!" Maleficent snapped impatiently. "What do you see?"

"A horse." Mordecai lied. "I just see a horse."

"No it's not!" Rigby said. "That's an alic-"

Mordecai quickly covered his mouth. "It just an ordinary, purple mare. Nothing more."

The blue jay then silently mimed to his best friend stay quite.

Maleficent chuckled. "I thought so. Very well, it's a mare. I want her for the carnival. The last cage is empty."

"I'll go get some rope," Pete said.

"A rope that could hold that mare hasn't been woven yet," Maleficent said. "We'll just have make do with cold, iron bars."

"Hey! She's waking up!" Rigby stated as Twilight began to stir.

"I'll put a sleep spell on her," Maleficent said. She then casted her spell, power emulating from her fingers.

**"Skagribbitch! Kastamangya! Nitchai! Nitchaul!"**

Twilight fell asleep again. But then a false horn materialized on her forehead, just beneath her real one.

"Now cage her," Maleficent ordered. "She'll sleep until sunrise. The newest star of our show…"

* * *

><p><strong>Please read and review. Also, I'd like to thank <strong>**NobodieZ for his idea of using Predaking for the Red Bull.**

**And I would like to stress this is just a non-profit fanfic. Please don't sue.**


	3. Maleficent's Carnival

After dawn, Maleficent ordered her employees to set up the carnival; placing the cages in a semi-circular pattern.

Pete later showing a group of villages and tourists the attractions. He first shows them a lion-like beast.

"This here is the manticore. Man's head, lion's body, tail of a scorpion. Creatures of night, brought to light!"

The villagers muttered amongst themselves, while a robot named Bender (_Futurama_) guzzled down some beer.

Pete then shows them a dragon, while a kid named Sheen (_Jimmy Neutron_) stupidly tried to poke it.

"Here is the dragon." Pete continued. "Breathes fire now and then - mostly at people who poke it, little boy. Its inside is an inferno, but its skin is so cold it burns! Speaks seventeen languages badly, and is subject to gout. Creatures of night, brought to light! Hey, you stupid kid, keep away from that satyr!"

"Hmm, I'll admit some of these critters are cool," a young man named Fry (_Futurama_) said. "But give Coney Island any day of the week."

"Well, I think it's cruel keeping these poor animals locked up like New New York State Penitentiary inmates," his girlfriend Leela stated.

"They call this a carnival?" Bender scoffed. "I'll start my own carnival; with blackjack and hookers. In fact, forget the carnival!"

Twilight was already awake and wishing she was dreaming. How could she let herself be captured so easily? How was going to get out of this cage? She couldn't use her magic; it was useless when near this specially made iron.

Mordecai silently snuck up to her cage.

"Listen, I shouldn't be here. I've got outhouse cleaning duty again," Mordecai whispered to her. "Don't worry, I'm a friend. I want to help you. But first look at your fellow legends and tell me what you see."

Twilight turned her gaze at the manticore first. She sensed something was off about it and used what little magic she had to pierce the illusion. Now she saw on an old, toothless lion.

"What they call a manticore is nothing more than an unhappy lion," Twilight said. "And that poor old ape is supposed to be some sort of satyr! These are all just illusions! Your Maleficent is a fraud! She cannot create real legends."

"That's very true," Mordecai agreed. "Like most magic users, she cannot change a living creature into something else; just cover it's appearance with a disguise. And only for those eager to believe."

Pete was showing the group a massive serpent (which was really a tiny garden snake).

"The Midgard Serpent! It's got it whole world in its coils. And if you try to poke it kid, I'll break your legs!"

"No, she can't turn cream into butter," Mordecai continued. "But she can make a lion _look_ like a manticore for eyes that want to see a manticore. Just as she'd put a false horn and wings on a real alicorn for eyes that want to see a real alicorn."

He looked at Twilight directly.

"I know you," the blue jay said softly. "If I was blind I would know what you are."

"And who are you exactly?" Twilight asked.

"I am…Mordecai the Magician!" Mordechai proclaimed dramatically. "You may have heard of me. Most of the time I entertain the sightseers with simple magic tricks. It's not much of a job for a real magician, but I've had worst."

Twilight couldn't make heads or tails of this blue jay, but she had the feeling that his intentions were good. "I'm Twilight. Twilight Sparkle."

Then she saw one of the cages near her.

"That one is defiantly real…."

Inside the cage, a humanoid creature with dark red hair and massive wings struggled against her chains. Her name was Demona (_Gargoyles_). And she looked pissed.

"That is Demona. The Gargoyle; I'm certain of it. And I know for a fact that she's not like the rest of her more noble and heroic kin."

Mordecai nodded, looking at the cage in fear. "That's right. Years ago, long before I joined up, Maleficent caught her by chance, asleep. Just like she caught you. Her magic keeps her locked up, but for how much longer?" The magician then shuddered. "She should never have messed with a real gargoyle or a real pony for that matter. Because the truth always melts her magic. Always."

Demona's cage rattles even more, as the furious gargoyle continued her struggle.

"She'll break out of that cage sooner or later, and you do **not** be around here when that happens," Mordecai whispered. "Which is why my best friend Rigby and I have a plan to help you escape before that. So don't worry."

"Mordecai! Get the hell away from that cage!" Pete roared. "You know what Maleficent told you!"

The blue jay wizard quickly backed off from Twilight's cage.

"Don't be afraid! Mordecai is with you! Do nothing until you hear from me!" With that the blue jay quickly rushes off.

Pete leads the tour group to Twilight's cage, and announces; "The Alicorn Pony!"

The onlookers gazed at Twilight in wonder, even thought it was just Maleficent's illusions overlapping her body.

But it was effective, making her look more radiant and magnificent then before. Even Bender was moved by this.

"She's beautiful…" the robot sniffed tearfully.

One of the villagers, a girl named Belle (_Beauty and the Beast_) didn't say anything but her eyes were filled with tears.

Awkwardly, Twilight tried to cover her face. Whatever the escape plan was, she hoped it would happen soon.

* * *

><p>Night had fallen. The tour groups had left hours ago, leaving behind empty food wrappers (which were collected by a grumbling Rigby to be put in a garbage bin).<p>

"I don't care how many spells you've got on that damn cage, Maleficent!" Pete was saying. "Get rid of that gargoyle!"

The very fat cat then looked at the still angry Demona in pure dread.

"I think about it all the time…what she is going to do to us! Get rid of her!"

"Fool! Be still!" Maleficent snapped. "No other witch in the world holds a gargoyle captive, and none ever will. I choose to keep her! I can turn her into wind if she escapes, or snow! Or into seven notes of music!"

Demona lets a bloodthirsty cry as she attempted to reach Maleficent with one of her clawed hands.

"She'll kill us all!" Pete cried as he ran off in terror.

Maleficent just calmly waved her staff, magic essence coming out of it. "Not yet. Not yet, my pretty."

Demona tried to fight it, but soon the spell was putting her to sleep. Finally, she stops rattling.

"You are mine. Even if you kill me, you will always be mine." She then turned to Twilight, who silently watched the whole thing.

"The gargoyle is as real as you are, my dear. And just as immortal…and just as easy to capture."

"It's not something I'd boast about," Twilight warned her gently. "Your death sits in that cage, and she hears you."

"Oh, she'll kill me sooner or later," the witch agreed. "But she will always remember, that I caught her. That I held her captive. Just as you will, my dear. So there's _my _immortality."

Twilight sighed and shook her head.

"Now as for you, my dear, you were hunting on the road for your own death," Maleficent continued. "And I know where it is. I know him, _that one_."

"Do you speak of Predaking?" Twilight asked urgently. "Please, tell me what you know and where I can find him?"

"Ah, yes, Predaking. The dreaded Iron Dragon of Count Dooku. So you've heard of him, have you? But he'll never have you. You belong to me!"

Twilight looked at the witch directly in the eyes. "You know better. Keep your poor shadows if you must. But let me go," she then turned her gaze at Demona's cage. "And let her go too. I can't stand her to see her caged like this. We are two sides of the same magic. Maybe I can convince not to kill you."

"I'd quit show business first!" Maleficent snapped. "Do you think I don't know what the true witchery is, just because I do what I do? There's not a witch in the world hasn't laughed at Maleficent and her homemade horrors - but there's not one of them who would have dared!"

"The Gargoyle and I are not for you…"

"And who are you for? Do you really believe those fools would have known you without help from me?" Maleficent then cackled. "I gave them a horn and wings for them to **_see_**! These days it takes a cheap carnival trick to make people see a real pony!"

But then Malefiicent's voice lowered a bit. "But the Iron Dragon will know you when he sees you. You undoubtedly safer here. You should be thanking for protecting you."

She cackled again as she walked off.

* * *

><p>Later, Mordecai and Rigby sneak up to Twilight's cage.<p>

"Sorry we're late," Mordecai said. "Introductions first: Twilight, Rigby. Rigby, Twilight."

"Hello," Twilight said to the raccoon.

"What's up, good looking?" Rigby said back.

"Easy there, Cassanova," Mordecai said. "How are you doing Twilight?"

"Well, there's never been a spell on me. There's never been a world where I've never been know. But other than that I'm just peachy."

"I know how you feel," Mordecai agreed.

"Here we go again," Rigby muttered as he rolled his eyes.

"It's not every day you're recognized for your true worth; to be seen for who you truly are!"

"Is that why you're helping me?" Twilight asked him.

"If not you, no one. You're my last chance."

"Besides, we hate working here. So we're going to leave after we get you out," Rigby added.

"Can you truly set me free?" Twilight asked.

"Maleficent doesn't thinks so, but I'll show that old bat! I am Mordecai the Magician! The former apprentice of the great wizard Merlin himself! The last of the Red-Hot Swamis! And I too am real, like you, like Demona. Yes, I will help you."

"You know, he has 'Last of the Red-Hot Swamis' on his internet dating profile page," Rigby said to Twilight.

"Shut up, Rigby."

Twilight looked around. "What about the other one? The one named Pete? Won't he be a problem?"

"That tub of lard? Please! I made a bet with him for ten bucks to solve a riddle. It'll take him all night to solve it," Rigby assured her.

"Alright, here goes nothing," Mordecai said. _"Abooaga-laogoala! Moloogi-moloogi!"_

The cage began to shake. Twilight looked around. She could see a beautiful forest in the spring time. It was working!

But then the mirage suddenly disappears. And she is still in the cage.

"Okay, my bad," Mordecai said, slightly embarrassed. "I thought had the spell right. Let me try again. _Doba-doba zoomba_! _Braga-Bagra_!"

The iron bars began to glow in a blue light.

"This is a really good spell," Mordecai explained. With a dramatic flair he said, "And now, these bars will crumble in my wings like cheese! Watch as I scatter them so!"

"Really?" Rigby deadpanned. "Cheese?"

"Look, dude, are going to let me do–YEOW!"

Mordechai pulled back his wings/hands in pain. The spell made the bars burn hot like they just came out of a forge.

"Okay, I must have gotten the accent wrong. Let me try this: _Collin…Rayburn…Nars…Trebek!"_

In the background, a massive portal opens behind Mordecai. From within it came a massive creature with a vaguely octopus-like head. It was one the Great Old Ones: Cthulhu. With a gargantuan hand, the malevolent creature slowly reached out to Mordecai, Rigby and Twilight. It could already taste the fear from two of the creatures and soon it would feast on the souls of all three. And then it would open up another portal, and summon the other Great Old Ones, the Elder Gods and the Outer Gods onto this world; unleashing unspeakable madness and fear as they claimed it as their own.

Mordecai didn't turn around, so he couldn't see him. But Rigby and Twilight could.

"Uh…Mordecai….?" Rigby asked in a terrified voice. Twilight just stood frozen in one spot, jaw gaping in fear.

"Not now, Rigby. I need to concentrate on rest of this spell. _Zabars…Kresge…Caldor…Walmart_!"

Cthulhu suddenly disappeared in a puff of smoke, the portal closing permanently behind him. And then he reappeared next to Rigby…no larger than a cockroach.

The raccoon smirked. Cthulhu barely had enough time to scream in terror before Rigby squashed him.

Mordecai scratched his head. "Huh…I could have sworn that would have done something. Let me try this."

The blue jay got out some powder from his cloak, and made a whistling noise. As he whistled, he threw the powder on the cage…which made it shrink.

Twilight gasped. If the cage got any smaller, she'd be crushed to death.

"Mordecai! Stop! The bars! The bars!" the pony cried.

"Hold on, Twilight! _Abra-kadabra_!"

The blue jay sighed in relief when the cage stopped shrinking. "I can't do this anymore. My magic is almost spent. And I can't risk your life like that again."

"Try again," Twilight said in encouragement. "The spell was wrong but there was true magic. Try again!"

Mordecai just sighed. "My dear, you deserve the services of a first class wizard, but you'll have to make do with a second-rate pickpocket."

He then procured a key that he was carrying in his cloak. He began to use it on the cage's lock, which was shaped like a dragon. Suddenly, the lock came to life, saying in Maleficent's voice: "Fool! A disgrace to the forces of evil!"

"Well, I'm not going miss hearing Maleficent say that all the time when we're gone," Mordecai said to Rigby.

"I don't even know why she keeps saying that," Rigby said. "We're not evil. Our alignment's more Chaotic Neutral with a bit of Chaotic Good in the mix."

After a few seconds, Mordecai managed to get the lock undone and the cage open.

"All right, Twilight Sparkle. You're free!"

Giving the blue jay wizard a grateful smile, the pony jumped out of the cage.

"Awesome!" Rigby said while fist-pumping. "Operation: 'Bust Out The Alicorn' was a success. We rock!"

Then he and Mordecai did their victory cry.

"OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOHHHHHHHHHHHH!"

"Rigby! Where the hell are you?"

Everyone froze. It was Pete's voice! The fat cat (pun not intended) was walking over to them.

"I've solved your stupid riddle. Now pay up the ten bucks, you little rat. Or I'll break both of yer legs." Pete then stopped when he saw that Twilight was out of her cage.

"B-but-but how?" Then Pete saw Mordecai holding a key. _His_ key.

"Why, you little bastards," Pete growled. "I'll kill you! I'll save the trouble of Maleficent of feeding to the Gargoyle!"

He then charged at them, murder in his eyes.

"Run, Twilight," Mordecai ordered. "Run now!"

As Twilight galloped into to some nearby bushes, Mordecai and Rigby charged at Pete. The managed to knock him down, and they began to fight him in the dirt.

As they struggled, Twilight decided to free some of the other animals. After all, it was the right thing to do. She used her horn to unlock the lion, the ape and then the garden snake.

"You big jerk! Rigby and I have taken enough crap from you and Maleficent!" Mordecai said as he wrestled Pete.

Suddenly, Pete managed to wrap his hands around the wizard's throat and began to choke him.

"Some wizard!" Pete sneered. "Bet you can't magic your way out of this, can ya?"

Suddenly, Rigby attacks Pete and bites him on the shoulder.

"AAAAAAAAGGGGH!"

Pete then releases Mordecai.

After freeing the 'dragon', which was just an ordinary iguana, she looks at Demona's cage. She walked closer to her.

As Mordecai got up, he saw where Twilight was heading. "NO! Twilight, stop! She'll kill you!"

When Twilight got close enough to the cage, Demona spoke: "Set me free, little one. We are sisters, you and I. We don't deserve to be caged by mortals for their amusement. Set me _free_."

As Twilight's horn began to glow, Rigby and Pete stopped fighting.

"She wouldn't?" Pete asked in a horrified tone.

Twilight's horn touched the lock and it fell off.

"She would," Rigby said dryly.

Mordecai screamed, **"NO!"**

When the lock fell to the ground, the spell was broken. Demona broke out of her cage with years of pent up furry and bloodlust. Pete struggled to get away in terror.

Demona swooped at Twilight, only missing her by mere inches. She lunged again, only this time Twilight was ready; she placed a force field around herself.

Then they heard a familiar cackling.

It was Maleficent. Demona turned her gaze on the witch; eyes filled with hate.

"Not alone! You never could have freed yourselves alone!" Maleficent laughed. "I held you!"

Demona lunged at her hated captor, who calmly held her arms open, as if waiting for Demona's embrace. She didn't have to wait long….

Twilight adverted her gaze as Demona tore the carnival mistress apart.

Mordecai and Rigby ran up to her.

"Twilight! Why'd you do it?" Mordecai asked her.

"She was…she was the first immortal creature I've seen in so many, many years…."

"Well, that's great," Rigby said. "But now can we just run for our lives?!"

"No. We can't run. But I will help you two escape. Come with me, come with me."

The duo began to follow her, but flinched when they hear Pete cry out in terror before being silenced forever.

"Don't look back, and don't run. You must never run from anything immortal…it only attracts their attention," Twilight instructed.

"What? But that doesn't make any sense!" Rigby exclaimed.

"Look, I know it sounds weird. But trust me, it works," Twilight responded.

Our trio continue to slowly walk out of the carnival as Demona tore chunks out of Pete's carcass. She then took flight to circle the area.

Where was the alicorn and the two buffoons?

Damn it. They must have walked away very slowly and not looked back. Works every time.

No matter. She was free from that accursed cage. And woe to anyone who tried to capture her again.

She flew into the night, the moon on her wings. And disappeared into the darkness.

**Okay. Chapter three done. Please read and review (and favorite). Also, any ideas for Captain Cully would be appreciated, otherwise I won't be able to update. Thank you!**


End file.
